10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 2054

FORM 10-Q

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2015

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to _______________

Commission file number: 000-52362

Worldwide Strategies Incorporated

(Exact name of registrant as specified in its charter)

Nevada	41-0946897
(State or other jurisdiction of incorporation or organization)	(I.R.S.  Employer Identification No.)
3801 East Florida Avenue, Suite 400, Denver, Colorado	80210
(Address of principal executive offices)	(Zip Code)

(303) 991-5887

(Registrant's telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý   No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý   No ☐

See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐	Accelerated filer  ☐
Non-accelerated filer  ☐	Smaller reporting company  ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ý   No ☐

Indicate the number of shares outstanding of each of the registrant's classes of common equity, as of the latest practicable date: 19,830,672 on May 18, 2015

WORLDWIDE STRATEGIES INCORPORATED

FORM 10-Q

FOR THE FISCAL QUARTER ENDED

APRIL 30, 2015

INDEX

			Page
PART I.  FINANCIAL INFORMATION
Item 1.		Financial Statements
		Consolidated Condensed Balance Sheets (unaudited)	2
		Consolidated Condensed Statements of Operations (unaudited)	3
		Consolidated Condensed Statement of Changes in Shareholders' Deficit (unaudited)	4
		Consolidated Condensed Statements of Cash Flows (unaudited)	5
		Notes to Consolidated Condensed Financial Statements (unaudited)	6
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.		Quantitative and Qualitative Disclosures about Market Risk	20
Item 4.		Controls and Procedures	20
PART II.  OTHER INFORMATION
Item 1.	Legal Proceedings		21
Item 1A.	Risk Factors		21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3.	Defaults Upon Senior Securities		21
Item 4.	Mine Safety Disclosures		21
Item 5.	Other Information		21
Item 6.	Exhibits		22
SIGNATURES			23

1

WORLDWIDE STRATEGIES INCORPORATED

Consolidated Condensed Balance Sheets

(unaudited)

		April 30,				July 31,
		2015				2014
Assets
Current Assets:
Cash	$		5,809		$		2,139
Total current assets			5,809				2,139
Deposits			150				150
Total assets	$		5,959		$		2,289
Liabilities and Shareholders' Deficit
Current Liabilities:
Accounts and notes payable:
Accounts payable	$		73,089		$		84,372
Accounts payable, related party			3,900				3,900
Accrued liabilities			68,816				42,902
Accrued liabilities, related party			28,659				18,041
Convertible notes payable, related party, net of unamortized discount
of $517 and 1,018, respectively			76,407				73,833
Convertible notes payable, related party, in default			65,000				65,000
Convertible notes payable, net of unamortized discount
of $11,812 and $1,341, respectively			279,725				164,696
Convertible notes payable, in default			2,000				2,000
Total current liabilities			597,596				454,744
Shareholders' deficit:
Preferred stock, $.001 par value; 25,000,000 shares authorized,
1,491,743 shares issued and outstanding			1,492				1,492
Common stock, $.001 par value, 33,333,333 shares authorized
19,830,672 shares issued and outstanding			19,831				19,831
Additional paid-in capital			7,774,448				7,692,896
Accumulated deficit			(8,387,408	)			(8,166,674	)
Total shareholders' deficit			(591,637	)			(452,455	)
Total liabilities and shareholders' deficit	$		5,959		$		2,289

See accompanying notes to conolidated condensed financial statements

2

WORLDWIDE STRATEGIES INCORPORATED

Consolidated Condensed Statements of Operations

(unaudited)

		Nine Months Ended								Three Months Ended
		April 30,								April 30,
		2015				2014				2015				2014
Sales	$		—		$		—		$		—		$		—
Cost of sales			—				—				—				—
			—				—				—				—
Operating expenses:
Professional and consulting fees			146,115				30,391				76,736				3,050
Travel			3,251				601				1,147				—
Insurance			9,600				—				9,600				—
Other general and administrative expenses			13,014				4,073				11,463				966
Total operating expenses			171,980				35,065				98,946				4,016
Loss from operations			(171,980	)			(35,065	)			(98,946	)			(4,016	)
Other expense:
Interest expense			(48,754	)			(145,810	)			(20,959	)			(25,203	)
Loss before income taxes			(220,734	)			(180,875	)			(119,905	)			(29,219	)
Income tax provision			—				—				—				—
Net loss	$		(220,734	)	$		(180,875	)	$		(119,905	)	$		(29,219	)
Basic and diluted loss per share	$		(0.01	)	$		(0.01	)	$		(0.01	)	$		(0.00	)
Basic and diluted weighted average
common shares outstanding			19,830,672				19,557,290				19,830,672				19,702,582

See accompanying notes to conolidated condensed financial statements

3

WORLDWIDE STRATEGIES INCORPORATED

Consolidated Condensed Statement of Changes in Shareholders' Deficit

(unaudited)

												Common
												Stock							Additional
	Preferred Stock					Common Stock						Subscriptions			Stock				Paid-In			Accumulated
	Shares			Par Value		Shares			Par Value			Receivable			Payable				Capital			Deficit				Total
Balance at July 31, 2013		1,491,743	$		1,492		18,859,005	$		18,860	$		—	$		36,000		$		7,575,567	$		(7,959,949	)	$		(328,030	)
Common stock issued in exchange for
interest, related party		—			—		671,667			671			—			—				39,629			—				40,300
Common stock authorized for Feb 2012
but not issued until March 2014		—			—		300,000			300			—			(36,000	)			35,700							—
Beneficial conversion feature		—			—		—			—			—			—				42,000			—				42,000
Net loss for the year ended July 31, 2014		—			—		—			—			—			—				—			(206,725	)			(206,725	)
Balance at July 31, 2014		1,491,743	$		1,492		19,830,672	$		19,831	$		—	$		—		$		7,692,896	$		(8,166,674	)	$		(452,455	)
Options issued in exchange for
executive compensation		—			—		—			—			—			—				44,902			—				44,902
Options issued in exchange for
Professional Services		—			—		—			—			—			—				4,995							4,995
Beneficial conversion feature		—			—		—			—			—			—				31,655			—				31,655
Net loss for the period ended Apr 30, 2015		—			—		—			—			—			—				—			(220,734	)			(220,734	)
Balance at April 30, 2015		1,491,743	$		1,492		19,830,672	$		19,831	$		—	$		—		$		7,774,448	$		(8,387,408	)	$		(591,637	)

See accompanying notes to conolidated condensed financial statements

4

WORLDWIDE STRATEGIES INCORPORATED

Consolidated Condensed Statements of Cash Flows

(unaudited)

		For the Nine Months Ended
		April 30,
		2015				2014
Cash flows from operating activities:
Net loss	$		(220,734	)	$		(180,875	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization of beneficial conversion feature			22,009				84,599
Executive compensation paid with options			44,902				—
Stock issued for promissory note extension			—				40,300
Consulting expense paid with options			4,995				—
Changes in current assets and liabilities:
Accounts payable and accrued liablities			44,630				9,258
Accounts payable and accrued
liabilities, related party			10,618				9,830
Net cash used in operating activities			(93,580	)			(36,888	)
Cash flows from financing activities:
Proceeds from notes payable, related party			1,750				18,000
Proceeds from notes payable			95,500				28,000
Payment of notes payable			—				(4,000	)
Payment of notes payable, related party			—				—
Net cash provided by financing activities			97,250				42,000
Net change in cash			3,670				5,112
Cash, beginning of period			2,139				3,537
Cash, end of period	$		5,809		$		8,649
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$		—		$		—
Interest	$		—		$		—
Non-cash investing/financing activities
Conversion of accounts payable to note payable	$		30,000		$		—
Beneficial Conversion Feature - Debt	$		31,655		$		38,000
Common shares issued out of stock payable			—				36,000

See accompanying notes to conolidated condensed financial statements

5

WORLDWIDE STRATEGIES INCORPORATED

Notes to Consolidated Financial Statements

(Unaudited)

(1)Organization, Basis of Presentation, and Summary of Significant Accounting Policies

Organization and Basis of Presentation

Worldwide Strategies Incorporated (the "Company") was originally incorporated in the state of Nevada on April 6, 1998.  On March 1, 2005, Worldwide Business Solutions Incorporated ("WBSI") was incorporated in the State of Colorado.  On July 8, 2005, the Company acquired all the shares of WBSI for 76.8% of the Company's outstanding stock.  The acquisition of WBSI has been accounted for as a recapitalization of WBSI.  Therefore the historical information prior to the date of recapitalization is the financial information of WBSI.

Effective July 31, 2007 the Company filed a Certificate of Change Pursuant to NRS 78.209, which decreased the number of its authorized shares of common stock from 100,000,000 to 33,333,333 and reduced the number of common shares issued and outstanding from 17,768,607 to 5,923,106.

All shares and per share amounts in these Consolidated Financial Statements and related notes have been retroactively adjusted to reflect the reverse stock split for all periods presented.

On July 31, 2007, the Company acquired 100% of the issued and outstanding shares of Centric Rx, Inc., ("Centric") in exchange for 2,250,000 shares of the Company's common stock.  As a result of the acquisition, Centric became a wholly owned subsidiary of the Company and the results of its operation have been included in the Company's consolidated financial statements since the date of acquisition.

Interim financial data presented herein are unaudited.  The unaudited interim financial information presented herein has been prepared by the Company in accordance with the accounting policies in its audited financial statements for the period ended July 31, 2014, included in its annual report on Form 10-K, and should be read in conjunction with the notes thereto.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim period presented have been made.  The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.

Development Stage

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements to improve financial reporting by reducing cost and complexity associated with the incremental reporting requirements of development stage entities.  The changes eliminate the need for inception to date reporting and other disclosure requirements.  The amendments are effective for annual reporting periods beginning after December 15, 2014.  Early adoption is permitted.  The Company has elected early adoption of these amendments.

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern.  However, the Company experienced net losses of $220,734, and $206,725 for the nine-month period ended April 30, 2015 and for the year ended July 31, 2014, respectively.  In addition, the Company has incurred liabilities in excess of assets over the past year and, as of April 30, 2015, has an accumulated deficit of $8,387,408. These matters, among others, raise substantial doubt about its ability to continue as a going concern.

In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon the Company's ability to generate sufficient sales volume to cover its operating expenses and to raise sufficient capital to meet its payment obligations.  Historically, management has been able to raise additional capital. During the nine-month period ended April 30, 2015 and the year ended July 31, 2014, the Company issued convertible promissory notes in exchange for $97,250 and $46,000, respectively.

6

WORLDWIDE STRATEGIES INCORPORATED

Notes to Consolidated Financial Statements

(Unaudited)

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Significant Accounting Policies

Stock-based Compensation.  The Company accounts for all stock-based payments to employees and non-employees under Accounting Standards Codification (ASC) 718 Stock Compensation, using the fair value based method. Under the fair value method, stock-based payments are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The cost of stock-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at that date.

Loss per common share.  We report net loss per share using a dual presentation of basic and diluted loss per share.  Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents.  As of April 30, 2015 there were 2,600,000 vested common stock options outstanding, which were excluded from the calculation of net loss per share-diluted because they were antidilutive.

Beneficial Conversion Features.  From time to time, the Company may issue convertible notes that contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

Fair Value of Financial Instruments.  On August 1, 2012, the Company adopted ASC 820, Fair Value Measurements and Disclosures ("ASC 820").  ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

· Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

· Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

· Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The following table represents our assets and liabilities by level measured at fair value on a recurring basis at April 30, 2015:

Description

Level 1

Level 2

Level 3

TotalRealized Loss

$

-

$

-

$

-

$

-

Totals

$

-

$

-

$

-

$

-

New Accounting Pronouncements

In June 2014, the FASB issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that requires a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved

7

WORLDWIDE STRATEGIES INCORPORATED

Notes to Consolidated Financial Statements

(Unaudited)

and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The early adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The early adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.

In July 2013, the FASB issued ASU No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carry forwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

(2)Accounts payable related parties

At April 30, 2015 and July 31, 2014, the Company was indebted to an officer for expenses incurred on behalf of the Company totaling $3,900.

 (3)Related party transactions

Accrued liabilities

During the nine-month period ended April 30, 2015 and the fiscal year ended July 31, 2014, accrued liabilities related parties totaled $28,659 and $18,041 respectively.  The increase of $10,618 represents accrued interest expense on notes payable to related parties during the period.

Notes payable

During May 2010, the Company issued a convertible promissory note to a related party in exchange for $50,000. The note bears interest at 9% and the principal and accrued interest is convertible into common shares at $.04 per share upon the election of the holder. The note also provides for renewal in 120-day cycles, assuming issuing of common stock as a renewal premium.  This note was exchanged in April 2013 for new promissory notes bearing interest at 10% and convertible into common shares at $.01 per share with a 120-day renewal cycle and identical renewal premium.  The new promissory notes allow the Company to call the note and pay it off, a feature not available in the prior promissory note.

8

WORLDWIDE STRATEGIES INCORPORATED

Notes to Consolidated Financial Statements

(Unaudited)

During December 2010, the Company issued a convertible promissory note to a related party in exchange for $15,000. The note bears interest at 9% and the principal and accrued interest is convertible into common shares at $.04 per share upon the election of the holder. The note also provides for renewal in 120-day cycles, assuming issuing of common stock as a renewal premium.  This note was exchanged in April 2013 for new promissory notes bearing interest at 10% and convertible into common shares at $.01 per share with a 120-day renewal cycle and identical renewal premium.  The new promissory notes allow the Company to call the note and pay it off, a feature not available in the prior promissory note.

During May 2011, the Company issued two convertible promissory notes to related parties in exchange for a total of $4,000.  The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.07 per share upon the election of the holder.  In November 2011 these notes were exchanged for new convertible promissory notes totaling $4,173 in principal and accrued interest.

During November 2011, the Company issued two convertible promissory notes to related parties in exchange for $4,173 of principal and accrued interest on due promissory notes. The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.07 per share upon the election of the holders, as did the notes being replaced. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $2,340, all of which was amortized in the fiscal year ending July 31, 2012.  The original maturity date on these notes was April 30, 2012.  The holders have extended both notes to July 31, 2015.

During April 2012, the Company issued a convertible promissory note to a related party in exchange for a total of $5,000.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.04 per share upon the election of the holder.  Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $1,250, $831 of which was amortized in the fiscal year ended July 31, 2012 and the remaining $419 amortized in the fiscal year ending July 31, 2013.  The original maturity date on this note was September 30, 2012.  The holder has extended the note to July 31, 2015.

During December 2012, the Company issued two promissory notes to two related parties totaling $2,000. The notes bear interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share.  Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $2,000, all of which was amortized in the fiscal year ending July 31, 2013.  The original maturity date on these notes was June 30, 2013.  The holders have extended the notes to July 31, 2015.

During February 2013, the Company issued one promissory note to a related party for $500.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share.  This note was related to company expenses paid.  Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $500, $427 of which was amortized in the fiscal year ended July 31, 2013 and the remaining $73 amortized in the fiscal year ending July 31, 2014.  The original maturity date on this note was August 31, 2013.  The holder has extended the note to July 31, 2015.

During April 2013, the Company issued five convertible promissory notes to related parties in exchange for two promissory notes totaling $65,000. The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder.  These notes have a 120-day term and are renewed with payment of accrued interest in common stock as well as a renewal fee of 455,000 shares.  The common shares for this renewal fee were issued May 14, 2013 and valued at $13,577.  These notes were replaced through renewal in July 2013.

During July 2013, the Company issued one promissory note to a related party for $28,500.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share.  This note was in exchange for accrued and owed salary of $241,875 and accrued and owed expense of $108,844.  Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $28,500, all of which was amortized in the fiscal year ended July 31, 2014.  The original maturity date on this note was January 31, 2014.  The holder has extended the note to July 31, 2015.

9

WORLDWIDE STRATEGIES INCORPORATED

Notes to Consolidated Financial Statements

(Unaudited)

During July 2013, the Company issued one promissory note to a related party for $17,000.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share.  This note was in exchange for accrued and owed salary of $168,750 to the Company's former CFO.    Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $17,000, all of which was amortized in the fiscal year ended July 31, 2013.  The original maturity date on this note was January 31, 2014.  The holder has extended the note to July 31, 2015.

During July 2013, the Company issued five convertible promissory notes to related parties in exchange for five promissory notes totaling $65,000. The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder.  These notes have a 120-day term and are renewed with payment of accrued interest in common stock as well as a renewal fee of 455,000 shares.  The common shares for this renewal fee were issued August 5, 2013 and valued at $26,845.  These notes matured December 11, 2013 and the holders chose not to renew per the note terms.  The notes are in default and payable on demand of the holders.

During December 2013, the Company issued two promissory notes to two related parties totaling $16,000. The notes bear interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share.  Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $16,000, all of which was amortized in the fiscal year ending July 31, 2014.  The original maturity date on these notes was May 31, 2014.  The holders have extended the notes to July 31, 2015.

During June 2014, the Company issued one promissory note to a related party for $2,000.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $2,000, $659 of which was amortized in the fiscal year ended July 31, 2014 and the remainder amortized in the nine-month period ending April 30, 2015.  The original maturity date on this note was November 30, 2014.  The holder has extended the note to July 31, 2015.

In September 2014, the Company issued two convertible promissory notes to two related parties in exchange for $1,750.  The notes bear interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share upon election of the holders. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $1,750, $1,233 of which was amortized in the nine-month period ended April 30, 2015.  The original maturity date on these notes is July 31, 2015.

As of April 30, 2015, the Company had outstanding convertible promissory notes to related parties totaling $141,924. The notes bear interest at 10% and the principal and accrued interest is convertible into common shares, with $4,173 convertible at $.07 per share, $70,000 convertible at $.04 per share and $67,750 convertible at $.01 per share upon the election of the holder. Interest expense for these notes was accrued in the amount of $10,618 for the nine-month period ended April 30, 2015.

Common Stock

In August 2012, the Company issued 116,250 shares of the Company's common stock in exchange for accrued interest and an extension of due date from July 25, 2012 to November 22, 2012 on a note payable. The shares related to the accrued interest were issued at $.04 per share and the shares related to the extension were issued at $.01 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($1,500) is reflected in the accompanying financial statements as interest.

In September 2012, the Company issued 387,500 shares of the Company's common stock in exchange for accrued interest and an extension of due date from September 12, 2012 to January 10, 2013 on a note payable. The shares related to the accrued interest were issued at $.04 per share and the shares related to the extension were issued at $.01 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($5,000) is reflected in the accompanying financial statements as interest.

10

WORLDWIDE STRATEGIES INCORPORATED

Notes to Consolidated Financial Statements

(Unaudited)

In December 2012, the Company issued 116,250 shares of the Company's common stock in exchange for accrued interest and an extension of due date from November 22, 2012 to January 10, 2013 on a note payable. The shares related to the accrued interest were issued at $.04 per share and the shares related to the extension were issued at $.03 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($3,488) is reflected in the accompanying financial statements as interest.

In February 2013, the Company issued 387,500 shares of the Company's common stock in exchange for accrued interest and an extension of due date from January 10, 2013 to May 10, 2013 on a note payable. The shares related to the accrued interest were issued at $.04 per share and the shares related to the extension were issued at $.03 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($11,625) is reflected in the accompanying financial statements as interest.

In March 2013, the Company issued 116,250 shares of the Company's common stock in exchange for accrued interest and an extension of due date from March 22, 2013 to July 20, 2013 on a note payable. The shares related to the accrued interest were issued at $.04 per share and the shares related to the extension were issued at $.05 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($3,600) is reflected in the accompanying financial statements as interest.

In May 2013, the Company issued 330,021 shares of the Company's common stock in exchange for accrued interest and an exchange for replacement on two notes payable. The shares related to the accrued interest were issued at $.04 per share and the shares related to the extension were issued at $.05 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($16,182) is reflected in the accompanying financial statements as interest.

In August 2013, the Company issued 503,750 shares of the Company's common stock in exchange for accrued interest and an extension of due date on five notes payable.  The shares related to the accrued interest were issued at $.01 per share and the shares related to the extension were issued at $.06 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($30,225) is reflected in the accompanying financial statements as interest.

In September 2013, the Company issued 167,917 shares of the Company's common stock in exchange for additional accrued interest on five notes payable.  The shares related to the accrued interest were issued at $.01 per share and the shares related to the extension were issued at $.06 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($10,075) is reflected in the accompanying financial statements as interest.

In March 2014, the Company issued 300,000 shares of common stocks to independent Directors as compensation for services provided.  These shares, approved August 2011, were previously recorded as stock payable.

There were no issuances of Common Stock during the nine-month period ending April 30, 2015.

(4)Notes payable

During November 2009, the Company issued a convertible promissory note to an unrelated third party in exchange for $25,000. The note bears interest at 8% and the principal and accrued interest is convertible, at the option of the holder, into non-restricted common stock in an amount equal to the total sum due, based on a mutually agreed discount (not to exceed 50%) to the then market price.  The original maturity date on this note was May 31, 2010.  The holder has extended the note to July 31, 2015.

During February 2010, the Company issued a convertible promissory note to an unrelated third party in exchange for $25,000. The note bears interest at 8% and the principal and accrued interest is convertible, at the option of the holder, into non-restricted common stock in an amount equal to the total sum due, based on a mutually agreed discount (not to exceed 50%) to the then market price. The original maturity date on this note was July 31, 2010.  The holder has extended the note to July 31, 2015.

11

WORLDWIDE STRATEGIES INCORPORATED

Notes to Consolidated Financial Statements

(Unaudited)

During October 2011, the Company issued a convertible promissory note to an unrelated party in exchange for $15,000. The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.07 per share upon the election of the holder. The original maturity date on this note was April 25, 2012.  The holder has extended the note to July 31, 2015.

During November 2011, the Company issued a convertible promissory note to an unrelated party in exchange for $2,087 of principal and accrued interest on a due promissory note. The terms of the new note match those of the note being replaced.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.07 per share upon the election of the holder, as did the notes being replaced. The original maturity date on this note was April 30, 2012.  The holder has extended the note to July 31, 2015.

During March 2012, the Company issued a convertible promissory note to an unrelated party to replace a note due, including accrued interest, of $15,750.  The terms of the new note match those of the note being replaced.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.07 per share upon the election of the holder.  The original maturity date on this note was August 31, 2012.  The holder has extended the note to July 31, 2015.

During March 2012, the Company issued a convertible promissory note to an unrelated party in exchange for $2,150.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.07 per share upon the election of the holder.  The original maturity date on this note was September 12, 2012.  The holder has extended the note to July 31, 2015.

During April 2012, the Company issued convertible promissory notes to four unrelated parties in exchange for a total of $12,000.  The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.04 per share upon the election of the holder of each note.  Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $4,750, $3,158 of which was amortized in the fiscal year ended July 31, 2012 and $1,592 amortized in the fiscal year ended July 31, 2013.  The original maturity date on these notes was September 30, 2012.  The holders have extended the notes to July 31, 2015.

During July 2012, the Company issued a convertible promissory note to an unrelated party in exchange for $15,000.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder.  The original maturity date on this note was January 31, 2013.  The holder has extended the note July 31, 2015.

During October 2012, the Company issued convertible promissory notes to five unrelated parties in exchange for a total of $7,500.  The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder of each note.  The original maturity date on these notes was March 31, 2013.  The holders have extended the notes to July 31, 2015.

During January 2013, the Company issued three promissory notes to one unrelated party for a total of $12,500.  The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder of each note. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $12,500, all of which was amortized in the fiscal year ended July 31, 2013.  The original maturity date on these notes was July 31, 2013.  The holder has extended the notes to July 31, 2015.

During June 2013, the Company issued convertible promissory notes to three unrelated parties in exchange for a total of $8,500. The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder of each note.  Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $8,500, $2,558 of which was amortized in the fiscal year ended July 31, 2013 and $5,942 amortized in the fiscal year ended July 31, 2014.  The original maturity date on these notes was November 30, 2013.  The holders have extended the notes to July 31, 2015.

During June 2013, the Company issued a convertible promissory note to an unrelated party valued at $3,550 as compensation for consulting services.  The note bears interest at 10% and the principal and accrued interest is

12

WORLDWIDE STRATEGIES INCORPORATED

Notes to Consolidated Financial Statements

(Unaudited)

convertible into common shares at $.01 per share upon the election of the holder.  Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $3,550, $848 of which was amortized in the fiscal year ended July 31, 2013 and $2,702 was amortized in the fiscal year ended July 31, 2014.  The original maturity date on this note was December 31, 2013.  The holder has extended the note to July 31, 2015.

During September 2013, the Company issued one promissory note to one unrelated party for a total of $3,000.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $3,000, all of which was amortized in the fiscal year ended July 31, 2014.  The original maturity date on this note was February 28, 2014.  The holder has extended the note to July 31, 2015.

During December 2013, the Company issued four promissory notes to four unrelated parties for a total of $8,000.  The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder of each note. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $8,000, all of which was amortized in the fiscal year ended July 31, 2014.  The original maturity date on these notes was May 31, 2014.  The holders have extended the notes to July 31, 2015.

During December 2013, the Company issued one promissory note to one unrelated party for a total of $5,000.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $5,000, all of which was amortized in the fiscal year ended July 31, 2014.  The original maturity date on this note was June 30, 2014.  The holder has extended the note to July 31, 2015.

During December 2013, the Company issued one promissory note to one unrelated party for a total of $2,000.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $2,000, all of which was amortized in the fiscal year ended July 31, 2014.  The original maturity date on this note was June 30, 2014.  The holder has not extended the note and the note is in default.

During January 2014, the Company issued two promissory notes to two unrelated party for a total of $4,000.  The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder of each note. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $4,000, all of which was amortized in the fiscal year ended July 31, 2014.  The original maturity date on the notes was June 30, 2014.  The holders have extended the notes to July 31, 2015.

During June 2014, the Company issued one promissory note to one unrelated party for $2,000.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $2,000, $659 of which was amortized in the fiscal year ended July 31, 2014 and the remainder amortized in the nine-month period ending April 30, 2015.  The original maturity date on this note was November 30, 2014.  The holder has extended the note to July 31, 2015.

In October 2014, the Company issued a convertible promissory note to an unrelated party in exchange for $40,000.  The note bears interest at 8% and the principal and accrued interest are convertible into common shares at $.04 per share upon election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $10,000, $6,737 of which was amortized in the nine-month period ended April 30, 2015.  The original maturity date on this note is July 31, 2015.

In November 2014, the Company issued one convertible promissory note to an unrelated party in exchange for services valued at $4,000.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share upon election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $4,000, $2,647 of which was amortized in the nine-month period ended April 30, 2015.  The original maturity date on this note is July 31, 2015.

13

WORLDWIDE STRATEGIES INCORPORATED

Notes to Consolidated Financial Statements

(Unaudited)

In November 2014, the Company issued one convertible promissory note to an unrelated party in exchange for $20,000.  The note bears interest at 8% and the principal and accrued interest are convertible into common shares at $.04 per share upon election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $5,000, $3,203 of which was amortized in the nine-month period ended April 30, 2015.  The original maturity date on this note is July 31, 2015.

In December 2014, the Company issued one convertible promissory note to an unrelated party in exchange for services value at $2,000.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share upon election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $2,000, $1,240 of which was amortized in the nine-month period ended April 30, 2015.  The original maturity date on this note is July 31, 2015.

In December 2014, the Company issued one convertible promissory note to an unrelated party in exchange for $15,000.  The note bears interest at 8% and the principal and accrued interest are convertible into common shares at $.04 share upon election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $3,750, $2,171 of which was amortized in the nine-month period ended April 30, 2015.  The original maturity date on this note is July 31, 2015.

In January 2015, the Company issued one convertible promissory note to an unrelated party in exchange services valued at $2,000.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share upon election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $2,000, $1,128 of which was amortized in the nine-month period ended April 30, 2015.  The original maturity date on this note is July 31, 2015.

In January 2015, the Company issued one convertible promissory note to an unrelated party in exchange for services valued at $30,000.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.10 per share upon election of the holder. The original maturity date on this note is July 31, 2015.

In March 2015, the Company issued one convertible promissory note to an unrelated party in exchange for $12,500.  The note bears interest at 8% and the principal and accrued interest are convertible into common shares at $.04 share upon election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $3,156, $923 of which was amortized in the nine-month period ended April 30, 2015.  The original maturity date on this note is July 31, 2015.

(5)Shareholders' Deficit

Preferred stock

The Company is authorized to issue 25,000,000 shares of $.001 par value preferred stock. The Company's Board of Directors may divide and issue the preferred shares in series. Each Series, when issued, shall be designated to distinguish them from the shares of all other series. The relative rights and preferences of these series include preference of dividends, redemption terms and conditions, amount payable upon shares of voluntary or involuntary liquidation, terms and condition of conversion as well as voting powers.

There were no issuances of Preferred Stock during the nine-month period ending April 30, 2015 and the year ending July 31, 2014.

Common stock

The Company is authorized to issue 33,333,333 shares of common stock.  Total shares outstanding at the nine-month period ending April 30, 2015 and fiscal year ending July 31, 2014 were 19,830,672.

There were no issuances of Common Stock during the nine-month period ending April 30, 2015.

14

WORLDWIDE STRATEGIES INCORPORATED

Notes to Consolidated Financial Statements

(Unaudited)

Stock Options and Warrants

Effective February 1, 2006, the Company adopted ASC 718 Stock Based Payment which requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions).

In August 2012, the Company granted the CEO and four directors options to purchase an aggregate of 500,000 shares of the Company's common stock at an exercise price of $.01 per share, in exchange for unpaid services expenses.  All 500,000 options were fully vested on the grant date.  The quoted market price of the stock was $.01 per share on the grant date.  The Company valued the options at $.01 per share, or $5,000.  This amount is reflected in the year ended July 31, 2013 financial statements as stock based compensation.   The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate	0.63%
Dividend yield	0.00%
Volatility factor	273.47%
Weighted average expected life	7 years

In August 2012, the Company granted the VP Finance & CFO options to purchase an aggregate of 150,000 shares of the Company's common stock at an exercise price of $.01 per share, in exchange for unpaid services expenses.  All 150,000 options were fully vested on the grant date.  The quoted market price of the stock was $.01 per share on the grant date.  The Company valued the options at $.01 per share, or $1,500.  This amount is reflected in the year ended July 31, 2013 financial statements as stock based compensation.   The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate	0.45%
Dividend yield	0.00%
Volatility factor	271.79%
Weighted average expected life	7 years

In July 2013, the Company granted the CEO and four directors options to purchase an aggregate of 500,000 shares of the Company's common stock at an exercise price of $.05 per share, in exchange for unpaid services expenses.  All 500,000 options were fully vested on the grant date.  The quoted market price of the stock was $.12 per share on the grant date.  The Company valued the options at $.12 per share, or $60,000.  This amount is reflected in the year ended July 31, 2013 financial statements as stock based compensation.   The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate	0.59%
Dividend yield	0.00%
Volatility factor	314.40%
Weighted average expected life	5 years

In January 2015, the Company granted an unrelated party options to purchase an aggregate of 100,000 shares of the Company's common stock at an exercise price of $.01 per share, in exchange for services rendered.  All 100,000 options were fully vested on the grant date.  The quoted market price of the stock was $.05 per share on the grant date.  The Company valued the options at $4,995.  This amount is reflected in the accompanying financial statements as professional fees.  The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate	1.18%
Dividend yield	0.00%
Volatility factor	611.62%
Weighted average expected life	5 years

15

WORLDWIDE STRATEGIES INCORPORATED

Notes to Consolidated Financial Statements

(Unaudited)

In February 2015, the Company granted the CEO and VP Finance & CFO options to purchase an aggregate of 900,000 shares of the Company's common stock at an exercise price of $.05 per share, in exchange for unpaid services expenses.  All 900,000 options were fully vested on the grant date.  The quoted market price of the stock was $.05 per share on the grant date.  The Company valued the options at $44,902.  This amount is reflected in the nine-months ended April 30, 2015 financial statements as stock based compensation.   The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate	1.56%
Dividend yield	0.00%
Volatility factor	386.99%
Weighted average expected life	5 years

(6)Income Taxes

The Company accounts for income taxes under FASB ASC Topic 740, which requires use of the liability method.  FASB ASC Topic 740 provides that deferred tax assets and liabilities are recorded based on the differences the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.  The Company incurred net operating losses during all periods presented resulting in a deferred tax asset, which was fully allowed for; therefore, the net benefits and expense resulted in $0 income taxes.

(7)10-Q Subsequent Event

In May 2015, the Company issued one convertible promissory note to an unrelated party in exchange for $15,025.12.  The note bears interest at 8% and the principal and accrued interest are convertible into common shares at $.04 per share.

In May 2015, the Company issued one convertible promissory note to an unrelated party in exchange for services valued at $9,000. The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.10 per share.

In May 2015, the Company issued one convertible promissory note to an unrelated party in exchange for services valued at $2,250. The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share.

16

Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

General

The following discussion and analysis should be read in conjunction with our financial statements and related footnotes for the year ended July 31, 2014 included in our Annual Report on Form 10-K.  The discussion of results, causes and trends should not be construed to imply any conclusion that such results or trends will necessarily continue in the future.

Overview

On July 8, 2005, pursuant to a Share Exchange Agreement with Worldwide Business Solutions Incorporated, a Colorado corporation ("WBSI"), we acquired all of the issued and outstanding capital stock of WBSI, in exchange for 2,573,335 shares of our common stock.  As a result of this share exchange, shareholders of WBSI as a group owned approximately 76.8% of the shares then outstanding, and WBSI became our wholly-owned subsidiary.

For accounting purposes, the acquisition of WBSI has been accounted for as a recapitalization of WBSI.  Since we had only minimal assets and no operations, the recapitalization has been accounted for as the sale of 778,539 shares of WBSI common stock for our net liabilities at the time of the transaction.  Therefore, the historical financial information prior to the date of the recapitalization is the financial information of WBSI.

Effective July 31, 2007, we filed a Certificate of Change Pursuant to NRS 78.209, which decreased the number of our authorized shares of common stock from 100,000,000 to 33,333,333 and reduced the number of common shares issued and outstanding from 17,768,607 to 5,923,106.  All shares and per share amounts in our consolidated financial statements and related notes have been retroactively adjusted to reflect the one-for-three reverse stock split for all periods presented.

On July 31, 2007, we acquired 100% of the issued and outstanding shares of Centric in exchange for 2,250,000 shares of our common stock.  As a result of the acquisition, Centric became our wholly-owned subsidiary and the results of its operations have been included in our consolidated financial statements since the date of acquisition.

The company is finalizing plans to file to increase the number of authorized shares of common stock from 33,333,333 to 600,000,000 so that the stock exchange agreement entered into on December 14, 2012 with Jorge Zamacona Pliego, the President of Euzkadi Corporation of America S.A. de C.V. ("Euzkadi") and other principal owners of Euzkadi ("Euzkadi Principals") can be consummated.

We currently devote substantially all of our efforts to financial planning, raising capital and developing markets as we continue to be in the development stage.

Plan of Operations

As of the date hereof, we do not have any plans for business operations, merger or acquisition, other than the proposed business combination transaction with Euzkadi.  While efforts continue, we have been unable to consummate this transaction since the stock exchange agreement entered into on December 14, 2012.  We cannot assure you that this transaction will be completed.

We must raise additional capital to support our ongoing existence while we search for other merger opportunities.  We cannot assure you that we will be able to complete additional financings successfully.

Significant Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these consolidated financial statements requires us to

17

make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities.  On an ongoing basis, we evaluate our estimates, including those related to the valuation of accounts receivable and inventories, the impairment of long-lived assets, any potential losses from pending litigation and deferred tax assets or liabilities.  We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.

Development Stage.  In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements to improve financial reporting by reducing cost and complexity associated with the incremental reporting requirements of development stage entities.  The changes eliminate the need for inception to date reporting and other disclosure requirement.  The amendments are effective for annual reporting periods beginning after December 15, 2014.  Early adoption is permitted.  The Company has elected early adoption of these amendments.

Stock-based Compensation.  The Company accounts for all stock-based payments to employees and non-employees under Accounting Standards Codification (ASC) 718 Stock Compensation, using the fair value based method. Under the fair value method, stock-based payments are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The cost of stock-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at that date.

Loss per common share.  We report net loss per share using a dual presentation of basic and diluted loss per share.  Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents.  As of April 30, 2015, there were 2,600,000 vested common stock options outstanding, which were excluded from the calculation of net loss per share-diluted because they were antidilutive.

Beneficial Conversion Features.  From time to time, the Company may issue convertible notes that contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

New accounting pronouncements

Note 1 to the consolidated financial statements includes a complete description of new accounting pronouncements applicable to our Company.

Results of Operations

Three Months Ended April 30, 2015 and 2014.  Professional and consulting fees totaled $76,736 and $3,050 for the three-month periods ended April 30, 2015 and 2014, respectively.  Expenses in 2015 were significantly higher due to expenses related to bring the Company's tax and SEC filings current, $4,500 of executive support paid to the Company's and stock based compensation totaling $44,902.  The Company granted the CEO and VP Finance & CFO options to purchase an aggregate of 900,000 shares of the Company's common stock at an exercise price of $.05 per share, in exchange for unpaid services expenses.

Travel expenses totaled $1,147 and $-0- for the three-month periods ended April 30, 2015 and 2014, respectively.  Travel activity has increased in 2015 in support of business needs and activity.

18

Insurance expenses totaled $9,600 and $-0- for the three-month periods ended April 30, 2015 and 2014, respectively.  The Company secured a Directors & Officers liability policy in 2015.

Other general and administrative expenses totaled $11,463 and $966 during the three-month periods ended April 30, 2015 and 2014, respectively.  The increase in 2015 is related to notification of an IRS penalty due to late filing of the 2010 tax return.  This penalty has been contested.

We recorded interest expense of $20,959 and $25,203 for the three-month periods ended April 30, 2015 and 2014, respectively.  These charges include both interest expense as well as the Beneficial Conversion Feature amortization charge.

Our net loss was $119,905 and $29,219 for three-month periods ended April 30, 2015 and 2014, respectively.

Nine Months Ended April 30, 2015 and 2014.  Professional and consulting fees totaled $146,115 and $30,391 for the nine-month periods ended April 30, 2015 and 2014, respectively.  Expenses in 2015 were significantly higher due to spending to bring the Company's tax and SEC filings current and stock based compensation totaling $44,902.  The Company granted the CEO and VP Finance & CFO options to purchase an aggregate of 900,000 shares of the Company's common stock at an exercise price of $.05 per share, in exchange for unpaid services expenses.

Travel expenses totaled $3,251 and $601 were recorded during the nine-month periods ended April 30, 2015 and 2014, respectively.  Travel activity has increased in 2015 in support of business needs and activity.

Insurance expenses totaled $9,600 and $-0- for the nine-month periods ended April 30, 2015 and 2014, respectively.  The Company secured a Directors & Officers liability policy in 2015.

Other general and administrative expenses totaled $13,014 and $4,073 during the nine-month periods ended April 30, 2015 and 2014, respectively.  The increase in 2015 is related to notification of an IRS penalty due to late filing of the 2010 tax return.  This penalty has been contested.

We recorded interest expense of $48,754 and $145,810 for the nine-month periods ended April 30, 2015 and 2014, respectively.  The interest costs were significantly higher in the 2014 period due to the Beneficial Conversion Feature amortization charge and charges incurred for the renewal and extension of certain promissory notes.

Our net loss was $220,734 and $180,875 for nine-month periods ended April 30, 2015 and 2014, respectively.

Liquidity and Capital

For the nine-month period ended April 30, 2015, $97,250 was provided by financing activities and $93,580 used in operating activities.   In comparison, $42,000 was provided by financing activities and $36,888 used in operating activity for the comparable prior year period.

We had a deficiency in working capital of $591,787 at April 30, 2015, as compared to $452,605 at July 31, 2014.  The increase was primarily as a result of the amortization of debt discount related to the beneficial conversion feature on assorted convertible promissory notes, accrued liabilities related to promissory note interest and expenses related to bring the Company's tax and SEC filings current.

Going Concern

Our significant operating losses raise substantial doubt about our ability to continue as a going concern.  Historically, we have been able to raise additional funding sufficient to continue as a going concern.  We have incurred recurring losses, incurred liabilities in excess of assets over the past year, and have an accumulated deficit

19

of $8,387,408.  Based upon current operating levels, we will be required to obtain additional capital or reconfigure our operations in order to sustain our operations through July 31, 2015.

Off Balance Sheet Arrangements

We do not have any material off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller reporting companies.

Item 4.Controls and Procedures

As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures at the end of the period covered by this report.  This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer.  Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures were not effective to ensure that all required information is presented in our quarterly report in a timely manner.

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

During the fiscal quarter ended April 30, 2015, there were no other changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, except as described above.

20

Part II.OTHER INFORMATION

Item 1.Legal Proceedings

None.

Item 1A.Risk Factors

Not required of smaller reporting companies.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

There were no issuances of Equity Securities during the period ending April 30, 2015.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

None.

21

Item 6.Exhibits

Regulation S-K Number	Exhibit
2.1	Share Exchange Agreement by and between Worldwide Strategies Incorporated, Centric Rx, Inc., Jim Crelia, Jeff Crelia, J. Jireh, Inc. and Canada Pharmacy Express, Ltd. dated as of June 28, 2007 (1)
3.1	Amended and Restated Articles of Incorporation (2)
3.2	Amended Bylaws (2)
3.3	Articles of Exchange Pursuant to NRS 92A.200 effective July 31, 2007 (3)
3.4	Certificate of Change Pursuant to NRS 78.209 effective July 31, 2007 (3)
3.5	Certificate of Designation Pursuant to NRS 78.1955 effective December 8, 2008 (4)
3.6	Amendment to Certificate of Designation Pursuant to NRS 78.1955 effective December 15, 2008 (5)
10.1	2005 Stock Plan (2)
10.2	Acknowledgement of Debt Satisfaction and Full Release with James P.R. Samuels dated as of July 31, 2013 (6)
10.3	Acknowledgement of Debt Satisfaction and Full Release with W. Earl Somerville dated as of July 31, 2013 (6)
31.1	Rule 13a-14(a) Certification of James P.R. Samuels
31.2	Rule 13a-14(a) Certification of Thomas E. McCabe
32.1	Certification of James P.R. Samuels Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
32.2	Certification of Thomas E. McCabe Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
101	Interactive Data Files

______________________________________________________________                                                      

(1) Filed as an exhibit to the Current Report on Form 8-K dated June 28, 2007, filed July 2, 2007.

(2) Filed as an exhibit to the initial filing of the registration statement on Form SB-2, File No. 333-129398, on November 2, 2005.

(3) Filed as an exhibit to the Current Report on Form 8-K dated July 31, 2007, filed August 6, 2007.

(4) Filed as an exhibit to the Current Report on Form 8-K dated December 8, 2008, filed December 10, 2008.

(5) Filed as an exhibit to the Current Report on Form 8-K dated December 15, 2008, filed December 17, 2008.

(6) Filed as an exhibit to the Annual Report on Form 10-K for the fiscal year ended July 31, 2014, filed February 17, 2015.

*In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

22

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WORLDWIDE STRATEGIES INCORPORATED
Date:  8 June 2015	By:	/s/ James P.R. Samuels
		James P.R. Samuels
		Chief Executive Officer
		(Principal Executive Officer)
Date:  8 June 2015	By:	/s/ Thomas E. McCabe
		Thomas E. McCabe
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

23

EX-31.1

Exhibit 31.1

RULE 13a-14(a) CERTIFICATION

I, James P.R. Samuels, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Worldwide Strategies Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  8 June 2015	By:	/s/ James P.R. Samuels
		James P.R. Samuels, CEO
		Principal Executive Officer

EX-31.2

Exhibit 31.2

RULE 13a-14(a) CERTIFICATION

I, Thomas E. McCabe, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Worldwide Strategies Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  8 June 2015	By:	/s/ Thomas E. McCabe
		Thomas E. McCabe, CFO
		Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Worldwide Strategies Incorporated (the "Company") on Form 10-Q for the period ending April 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James P.R. Samuels, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  8 June 2015	By:	/s/ James P.R. Samuels
		James P.R. Samuels, CEO
		Principal Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Worldwide Strategies Incorporated (the "Company") on Form 10-Q for the period ending April 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas E. McCabe, Vice President, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  8 June 2015	By:	/s/ Thomas E. McCabe
		Thomas E. McCabe, CFO
		Principal Financial Officer

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3. Related party transactions

9 Months Ended

Apr. 30, 2015

Related Party Transactions [Abstract]

Related party transactions

Accrued liabilities

During the nine-month period ended April 30, 2015 and the fiscal year ended July 31, 2014, accrued liabilities related parties totaled $28,659 and $18,041 respectively.  The increase of $10,618 represents accrued interest expense on notes payable to related parties during the period.

Notes payable

During May 2010, the Company issued a convertible promissory note to a related party in exchange for $50,000. The note bears interest at 9% and the principal and accrued interest is convertible into common shares at $.04 per share upon the election of the holder. The note also provides for renewal in 120-day cycles, assuming issuing of common stock as a renewal premium.  This note was exchanged in April 2013 for new promissory notes bearing interest at 10% and convertible into common shares at $.01 per share with a 120-day renewal cycle and identical renewal premium.  The new promissory notes allow the Company to call the note and pay it off, a feature not available in the prior promissory note.

During December 2010, the Company issued a convertible promissory note to a related party in exchange for $15,000. The note bears interest at 9% and the principal and accrued interest is convertible into common shares at $.04 per share upon the election of the holder. The note also provides for renewal in 120-day cycles, assuming issuing of common stock as a renewal premium.  This note was exchanged in April 2013 for new promissory notes bearing interest at 10% and convertible into common shares at $.01 per share with a 120-day renewal cycle and identical renewal premium.  The new promissory notes allow the Company to call the note and pay it off, a feature not available in the prior promissory note.

During May 2011, the Company issued two convertible promissory notes to related parties in exchange for a total of $4,000.  The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.07 per share upon the election of the holder.  In November 2011 these notes were exchanged for new convertible promissory notes totaling $4,173 in principal and accrued interest.

During November 2011, the Company issued two convertible promissory notes to related parties in exchange for $4,173 of principal and accrued interest on due promissory notes. The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.07 per share upon the election of the holders, as did the notes being replaced. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $2,340, all of which was amortized in the fiscal year ending July 31, 2012.  The original maturity date on these notes was April 30, 2012.  The holders have extended both notes to July 31, 2015.

During April 2012, the Company issued a convertible promissory note to a related party in exchange for a total of $5,000.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.04 per share upon the election of the holder.  Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $1,250, $831 of which was amortized in the fiscal year ended July 31, 2012 and the remaining $419 amortized in the fiscal year ending July 31, 2013.  The original maturity date on this note was September 30, 2012.  The holder has extended the note to July 31, 2015.

During December 2012, the Company issued two promissory notes to two related parties totaling $2,000. The notes bear interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share.  Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $2,000, all of which was amortized in the fiscal year ending July 31, 2013.  The original maturity date on these notes was June 30, 2013.  The holders have extended the notes to July 31, 2015.

During February 2013, the Company issued one promissory note to a related party for $500.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share.  This note was related to company expenses paid.  Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $500, $427 of which was amortized in the fiscal year ended July 31, 2013 and the remaining $73 amortized in the fiscal year ending July 31, 2014.  The original maturity date on this note was August 31, 2013.  The holder has extended the note to July 31, 2015.

During April 2013, the Company issued five convertible promissory notes to related parties in exchange for two promissory notes totaling $65,000. The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder.  These notes have a 120-day term and are renewed with payment of accrued interest in common stock as well as a renewal fee of 455,000 shares.  The common shares for this renewal fee were issued May 14, 2013 and valued at $13,577.  These notes were replaced through renewal in July 2013.

During July 2013, the Company issued one promissory note to a related party for $28,500.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share.  This note was in exchange for accrued and owed salary of $241,875 and accrued and owed expense of $108,844.  Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $28,500, all of which was amortized in the fiscal year ended July 31, 2014.  The original maturity date on this note was January 31, 2014.  The holder has extended the note to July 31, 2015.

During July 2013, the Company issued one promissory note to a related party for $17,000.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share.  This note was in exchange for accrued and owed salary of $168,750 to the Company's former CFO.    Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $17,000, all of which was amortized in the fiscal year ended July 31, 2013.  The original maturity date on this note was January 31, 2014.  The holder has extended the note to July 31, 2015.

During July 2013, the Company issued five convertible promissory notes to related parties in exchange for five promissory notes totaling $65,000. The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder.  These notes have a 120-day term and are renewed with payment of accrued interest in common stock as well as a renewal fee of 455,000 shares.  The common shares for this renewal fee were issued August 5, 2013 and valued at $26,845.  These notes matured December 11, 2013 and the holders chose not to renew per the note terms.  The notes are in default and payable on demand of the holders.

During December 2013, the Company issued two promissory notes to two related parties totaling $16,000. The notes bear interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share.  Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $16,000, all of which was amortized in the fiscal year ending July 31, 2014.  The original maturity date on these notes was May 31, 2014.  The holders have extended the notes to July 31, 2015.

During June 2014, the Company issued one promissory note to a related party for $2,000.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $2,000, $659 of which was amortized in the fiscal year ended July 31, 2014 and the remainder amortized in the nine-month period ending April 30, 2015.  The original maturity date on this note was November 30, 2014.  The holder has extended the note to July 31, 2015.

In September 2014, the Company issued two convertible promissory notes to two related parties in exchange for $1,750.  The notes bear interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share upon election of the holders. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $1,750, $1,233 of which was amortized in the nine-month period ended April 30, 2015.  The original maturity date on these notes is July 31, 2015.

As of April 30, 2015, the Company had outstanding convertible promissory notes to related parties totaling $141,924. The notes bear interest at 10% and the principal and accrued interest is convertible into common shares, with $4,173 convertible at $.07 per share, $70,000 convertible at $.04 per share and $67,750 convertible at $.01 per share upon the election of the holder. Interest expense for these notes was accrued in the amount of $10,618 for the nine-month period ended April 30, 2015.

Common Stock

In August 2012, the Company issued 116,250 shares of the Company's common stock in exchange for accrued interest and an extension of due date from July 25, 2012 to November 22, 2012 on a note payable. The shares related to the accrued interest were issued at $.04 per share and the shares related to the extension were issued at $.01 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($1,500) is reflected in the accompanying financial statements as interest.

In September 2012, the Company issued 387,500 shares of the Company's common stock in exchange for accrued interest and an extension of due date from September 12, 2012 to January 10, 2013 on a note payable. The shares related to the accrued interest were issued at $.04 per share and the shares related to the extension were issued at $.01 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($5,000) is reflected in the accompanying financial statements as interest.

In December 2012, the Company issued 116,250 shares of the Company's common stock in exchange for accrued interest and an extension of due date from November 22, 2012 to January 10, 2013 on a note payable. The shares related to the accrued interest were issued at $.04 per share and the shares related to the extension were issued at $.03 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($3,488) is reflected in the accompanying financial statements as interest.

In February 2013, the Company issued 387,500 shares of the Company's common stock in exchange for accrued interest and an extension of due date from January 10, 2013 to May 10, 2013 on a note payable. The shares related to the accrued interest were issued at $.04 per share and the shares related to the extension were issued at $.03 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($11,625) is reflected in the accompanying financial statements as interest.

In March 2013, the Company issued 116,250 shares of the Company's common stock in exchange for accrued interest and an extension of due date from March 22, 2013 to July 20, 2013 on a note payable. The shares related to the accrued interest were issued at $.04 per share and the shares related to the extension were issued at $.05 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($3,600) is reflected in the accompanying financial statements as interest.

In May 2013, the Company issued 330,021 shares of the Company's common stock in exchange for accrued interest and an exchange for replacement on two notes payable. The shares related to the accrued interest were issued at $.04 per share and the shares related to the extension were issued at $.05 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($16,182) is reflected in the accompanying financial statements as interest.

In August 2013, the Company issued 503,750 shares of the Company's common stock in exchange for accrued interest and an extension of due date on five notes payable.  The shares related to the accrued interest were issued at $.01 per share and the shares related to the extension were issued at $.06 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($30,225) is reflected in the accompanying financial statements as interest.

In September 2013, the Company issued 167,917 shares of the Company's common stock in exchange for additional accrued interest on five notes payable.  The shares related to the accrued interest were issued at $.01 per share and the shares related to the extension were issued at $.06 per share (fair market value) on the day they were granted, per the terms of the agreement.  This amount ($10,075) is reflected in the accompanying financial statements as interest.

In March 2014, the Company issued 300,000 shares of common stocks to independent Directors as compensation for services provided.  These shares, approved August 2011, were previously recorded as stock payable.

There were no issuances of Common Stock during the nine-month period ending April 30, 2015.

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2. Accounts payable related parties

9 Months Ended

Apr. 30, 2015

Accounts Payable [Abstract]

Accounts payable related parties

At April 30, 2015 and July 31, 2014, the Company was indebted to an officer for expenses incurred on behalf of the Company totaling $3,900.

XML

Consolidated Condensed Balance Sheets (USD $)	Apr. 30, 2015	Jul. 31, 2014
Current Assets:
Cash	$ 5,809	$ 2,139
Total current assets	5,809	2,139
Deposits	150	150
Total assets	5,959	2,289
Current Liabilities:
Accounts payable	73,089	84,372
Accounts payable, related party	3,900	3,900
Accrued liabilities	68,816	42,902
Accrued liabilities, related party	28,659	18,041
Convertible notes payable, related party, net of unamortized discount of $517 and 1,018, respectively	76,407	73,833
Convertible notes payable, related party, in default	65,000	65,000
Convertible notes payable, net of unamortized discount of $11,812 and $1,341, respectively	279,725	164,696
Convertible notes payable, in default	2,000	2,000
Total current liabilities	597,596	454,744
Shareholders' deficit
Preferred stock, $.001 par value; 25,000,000 shares authorized, 1,491,743 shares issued and outstanding	1,492	1,492
Common stock, $.001 par value, 33,333,333 shares authorized 19,830,672 shares issued and outstanding	19,831	19,831
Additional paid-in capital	7,774,448	7,692,896
Accumulated deficit	(8,387,408)	(8,166,674)
Total shareholders' deficit	(591,637)	(452,455)
Total liabilities and shareholders' deficit	$ 5,959	$ 2,289

XML

Consolidated Condensed Statement of Cash Flows (USD $)	9 Months Ended
	Apr. 30, 2015	Apr. 30, 2014
Cash flows from operating activities:
Net loss	$ (220,734)	$ (180,875)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of beneficial conversion feature	22,009	84,599
Executive compensation paid with options	44,902	0
Stock issued for promissory note extension	0	40,300
Consulting expense paid with options	4,995	0
Changes in current assets and liabilities:
Accounts payable and accrued liablities	44,630	9,258
Accounts payable and accrued liablities, related party	10,618	9,830
Net cash used in operating activities	(93,580)	(36,888)
Cash flows from financing activities:
Proceeds from notes payable, related party	1,750	18,000
Proceeds from notes payable	95,500	28,000
Payment of notes payable	0	(4,000)
Payment of notes payable, related party	0	0
Net cash provided by financing activities	97,250	42,000
Net change in cash	3,670	5,112
Cash, beginning of period	2,139	3,537
Cash, end of period	5,809	8,649
Supplemental disclosure of cash flow information:
Income taxes paid	0	0
Interest paid	0	0
Non-cash investing/financing activities
Conversion of accounts payable to note payable	30,000	0
Beneficial Conversion Feature - Debt	31,655	38,000
Common shares issued out of stock payable	$ 0	$ 36,000

XML

1. Organization, Basis of Presentation, and Summary of Significant Accounting Policies

9 Months Ended

Apr. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Basis of Presentation, and Summary of Significant Accounting Policies

Organization and Basis of Presentation

Worldwide Strategies Incorporated (the "Company") was originally incorporated in the state of Nevada on April 6, 1998.  On March 1, 2005, Worldwide Business Solutions Incorporated ("WBSI") was incorporated in the State of Colorado.  On July 8, 2005, the Company acquired all the shares of WBSI for 76.8% of the Company's outstanding stock.  The acquisition of WBSI has been accounted for as a recapitalization of WBSI.  Therefore the historical information prior to the date of recapitalization is the financial information of WBSI.

Effective July 31, 2007 the Company filed a Certificate of Change Pursuant to NRS 78.209, which decreased the number of its authorized shares of common stock from 100,000,000 to 33,333,333 and reduced the number of common shares issued and outstanding from 17,768,607 to 5,923,106.

All shares and per share amounts in these Consolidated Financial Statements and related notes have been retroactively adjusted to reflect the reverse stock split for all periods presented.

On July 31, 2007, the Company acquired 100% of the issued and outstanding shares of Centric Rx, Inc., ("Centric") in exchange for 2,250,000 shares of the Company's common stock.  As a result of the acquisition, Centric became a wholly owned subsidiary of the Company and the results of its operation have been included in the Company's consolidated financial statements since the date of acquisition.

Interim financial data presented herein are unaudited.  The unaudited interim financial information presented herein has been prepared by the Company in accordance with the accounting policies in its audited financial statements for the period ended July 31, 2014, included in its annual report on Form 10-K, and should be read in conjunction with the notes thereto.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim period presented have been made.  The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.

Development Stage

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements to improve financial reporting by reducing cost and complexity associated with the incremental reporting requirements of development stage entities.  The changes eliminate the need for inception to date reporting and other disclosure requirements.  The amendments are effective for annual reporting periods beginning after December 15, 2014.  Early adoption is permitted.  The Company has elected early adoption of these amendments.

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern.  However, the Company experienced net losses of $220,734, and $206,725 for the nine-month period ended April 30, 2015 and for the year ended July 31, 2014, respectively.  In addition, the Company has incurred liabilities in excess of assets over the past year and, as of April 30, 2015, has an accumulated deficit of $8,387,408. These matters, among others, raise substantial doubt about its ability to continue as a going concern.

In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon the Company's ability to generate sufficient sales volume to cover its operating expenses and to raise sufficient capital to meet its payment obligations.  Historically, management has been able to raise additional capital. During the nine-month period ended April 30, 2015 and the year ended July 31, 2014, the Company issued convertible promissory notes in exchange for $97,250 and $46,000, respectively.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Significant Accounting Policies

Stock-based Compensation.  The Company accounts for all stock-based payments to employees and non-employees under Accounting Standards Codification (ASC) 718 Stock Compensation, using the fair value based method. Under the fair value method, stock-based payments are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The cost of stock-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at that date.

Loss per common share.  We report net loss per share using a dual presentation of basic and diluted loss per share.  Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents.  As of April 30, 2015 there were 2,600,000 vested common stock options outstanding, which were excluded from the calculation of net loss per share-diluted because they were antidilutive.

Beneficial Conversion Features.  From time to time, the Company may issue convertible notes that contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

Fair Value of Financial Instruments.  On August 1, 2012, the Company adopted ASC 820, Fair Value Measurements and Disclosures ("ASC 820").  ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The following table represents our assets and liabilities by level measured at fair value on a recurring basis at April 30, 2015:

Description

Level 1

Level 2

Level 3

Total Realized Loss

$

-

$

-

$

-

$

-

Totals

$

-

$

-

$

-

$

-

New Accounting Pronouncements

In June 2014, the FASB issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that requires a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The early adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The early adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.

In July 2013, the FASB issued ASU No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carry forwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

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Consolidated Condensed Balance Sheets (Parenthetical) (USD $)	Apr. 30, 2015	Jul. 31, 2014
Statement of Financial Position [Abstract]
Unamortized discount, related party note	$ 517	$ 1,018
Unamortized discount, note	$ 11,812	$ 1,341
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	1,491,743	1,491,743
Preferred stock, shares outstanding	1,491,743	1,491,743
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	33,333,333	33,333,333
Common stock, shares issued	19,830,672	19,830,672
Common stock, shares Outstanding	19,830,672	19,830,672

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1. Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details) (USD $)	Apr. 30, 2015
Fair value of assets	$ 0
Level 1
Fair value of assets	0
Level 2
Fair value of assets	0
Level 3
Fair value of assets	$ 0

XML

Document and Entity Information	9 Months Ended
	Apr. 30, 2015	May 18, 2015
Document And Entity Information
Entity Registrant Name	WORLDWIDE STRATEGIES INC
Entity Central Index Key	0001342792
Trading Symbol	wwsg
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Current Fiscal Year End Date	--07-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		19,830,672
Document Type	10-Q
Document Period End Date	Apr. 30, 2015
Entity Well-known Seasoned Issuer	No
Amendment Flag	false
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3

XML

2. Accounts payable related parties (Details Narrative) (USD $)	Apr. 30, 2015	Jul. 31, 2014
Accounts Payable Related Parties [Text Block]
Accounts payable related parties	$ 3,900	$ 3,900

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Consolidated Condensed Statement of Operations (USD $)	3 Months Ended		9 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	Apr. 30, 2015	Apr. 30, 2014
Income Statement [Abstract]
Sales	$ 0	$ 0	$ 0	$ 0
Cost of sales	0	0	0	0
Gross Profit, Total	0	0	0	0
Operating expenses:
Professional and consulting fees	76,736	3,050	146,115	30,391
Travel	1,147	0	3,251	601
Insurance	9,600	0	9,600	0
Other general and administrative expenses	11,463	966	13,014	4,073
Total operating expenses	98,946	4,016	171,980	35,065
Loss from operations	(98,946)	(4,016)	(171,980)	(35,065)
Other expense:
Interest expense	(20,959)	(25,203)	(48,754)	(145,810)
Loss before income taxes	(119,905)	(29,219)	(220,734)	(180,875)
Income tax provision	0	0	0	0
Net loss	$ (119,905)	$ (29,219)	$ (220,734)	$ (180,875)
Basic and diluted loss per share	$ (0.01)	$ 0.00	$ (0.01)	$ (0.01)
Basic and diluted weighted average common shares outstanding	19,830,672	19,702,582	19,830,672	19,557,290

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6. Income Taxes

9 Months Ended

Apr. 30, 2015

Income Tax Disclosure [Abstract]

Income Taxes

The Company accounts for income taxes under FASB ASC Topic 740, which requires use of the liability method.  FASB ASC Topic 740 provides that deferred tax assets and liabilities are recorded based on the differences the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.  The Company incurred net operating losses during all periods presented resulting in a deferred tax asset, which was fully allowed for; therefore, the net benefits and expense resulted in $0 income taxes.

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5. Shareholders' Deficit

9 Months Ended

Apr. 30, 2015

Stockholders' Equity Note [Abstract]

Shareholders' Deficit

Preferred stock

The Company is authorized to issue 25,000,000 shares of $.001 par value preferred stock. The Company's Board of Directors may divide and issue the preferred shares in series. Each Series, when issued, shall be designated to distinguish them from the shares of all other series. The relative rights and preferences of these series include preference of dividends, redemption terms and conditions, amount payable upon shares of voluntary or involuntary liquidation, terms and condition of conversion as well as voting powers.

There were no issuances of Preferred Stock during the nine-month period ending April 30, 2015 and the year ending July 31, 2014.

Common stock

The Company is authorized to issue 33,333,333 shares of common stock.  Total shares outstanding at the nine-month period ending April 30, 2015 and fiscal year ending July 31, 2014 were 19,830,672.

There were no issuances of Common Stock during the nine-month period ending April 30, 2015.

Stock Options and Warrants

Effective February 1, 2006, the Company adopted ASC 718 Stock Based Payment which requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions).

In August 2012, the Company granted the CEO and four directors options to purchase an aggregate of 500,000 shares of the Company's common stock at an exercise price of $.01 per share, in exchange for unpaid services expenses.  All 500,000 options were fully vested on the grant date.  The quoted market price of the stock was $.01 per share on the grant date.  The Company valued the options at $.01 per share, or $5,000.  This amount is reflected in the year ended July 31, 2013 financial statements as stock based compensation.   The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate	0.63%
Dividend yield	0.00%
Volatility factor	273.47%
Weighted average expected life	7 years

In August 2012, the Company granted the VP Finance & CFO options to purchase an aggregate of 150,000 shares of the Company's common stock at an exercise price of $.01 per share, in exchange for unpaid services expenses.  All 150,000 options were fully vested on the grant date.  The quoted market price of the stock was $.01 per share on the grant date.  The Company valued the options at $.01 per share, or $1,500.  This amount is reflected in the year ended July 31, 2013 financial statements as stock based compensation.   The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate	0.45%
Dividend yield	0.00%
Volatility factor	271.79%
Weighted average expected life	7 years

In July 2013, the Company granted the CEO and four directors options to purchase an aggregate of 500,000 shares of the Company's common stock at an exercise price of $.05 per share, in exchange for unpaid services expenses.  All 500,000 options were fully vested on the grant date.  The quoted market price of the stock was $.12 per share on the grant date.  The Company valued the options at $.12 per share, or $60,000.  This amount is reflected in the year ended July 31, 2013 financial statements as stock based compensation.   The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate	0.59%
Dividend yield	0.00%
Volatility factor	314.40%
Weighted average expected life	5 years

In January 2015, the Company granted an unrelated party options to purchase an aggregate of 100,000 shares of the Company's common stock at an exercise price of $.01 per share, in exchange for services rendered.  All 100,000 options were fully vested on the grant date.  The quoted market price of the stock was $.05 per share on the grant date.  The Company valued the options at $4,995.  This amount is reflected in the accompanying financial statements as professional fees.  The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate	1.18%
Dividend yield	0.00%
Volatility factor	611.62%
Weighted average expected life	5 years

In February 2015, the Company granted the CEO and VP Finance & CFO options to purchase an aggregate of 900,000 shares of the Company's common stock at an exercise price of $.05 per share, in exchange for unpaid services expenses.  All 900,000 options were fully vested on the grant date.  The quoted market price of the stock was $.05 per share on the grant date.  The Company valued the options at $44,902.  This amount is reflected in the nine-months ended April 30, 2015 financial statements as stock based compensation.   The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate	1.56%
Dividend yield	0.00%
Volatility factor	386.99%
Weighted average expected life	5 years

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3. Related party transactions (Details) (USD $)	9 Months Ended
	Apr. 30, 2015	Jul. 31, 2014
Related Party Transactions Details
Accrued liabilities related parties	$ 28,659	$ 18,041
Interest expense accrued during period related party	$ 10,618

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5. Shareholders' Deficit (Tables)

12 Months Ended

3 Months Ended

6 Months Ended

3 Months Ended

Jul. 31, 2013

Jul. 31, 2013

Apr. 30, 2015

Apr. 30, 2015

Options for CEO and directors

Schedule of assumptions

Risk-free interest rate	0.63%
Dividend yield	0.00%
Volatility factor	273.47%
Weighted average expected life	7 years

Options VP Finance and CFO

Schedule of assumptions

Risk-free interest rate	0.45%
Dividend yield	0.00%
Volatility factor	271.79%
Weighted average expected life	7 years

CEO and four directors

Schedule of assumptions

Risk-free interest rate	0.59%
Dividend yield	0.00%
Volatility factor	314.40%
Weighted average expected life	5 years

Unrelated party options

Schedule of assumptions

Risk-free interest rate	1.18%
Dividend yield	0.00%
Volatility factor	611.62%
Weighted average expected life	5 years

CEO and VP Finance & CFO options

Schedule of assumptions

Risk-free interest rate	1.56%
Dividend yield	0.00%
Volatility factor	386.99%
Weighted average expected life	5 years

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7. 10Q Subsequent Event

9 Months Ended

Apr. 30, 2015

Subsequent Events [Abstract]

7. Subsequent Event

In May 2015, the Company issued one convertible promissory note to an unrelated party in exchange for $15,025.12.  The note bears interest at 8% and the principal and accrued interest are convertible into common shares at $.04 per share.

In May 2015, the Company issued one convertible promissory note to an unrelated party in exchange for services valued at $9,000. The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.10 per share.

In May 2015, the Company issued one convertible promissory note to an unrelated party in exchange for services valued at $2,250. The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share.

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1. Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Apr. 30, 2015

Organization Basis Of Presentation And Summary Of Significant Accounting Policies Policies

Organization and Basis of Presentation

Worldwide Strategies Incorporated (the "Company") was originally incorporated in the state of Nevada on April 6, 1998.  On March 1, 2005, Worldwide Business Solutions Incorporated ("WBSI") was incorporated in the State of Colorado.  On July 8, 2005, the Company acquired all the shares of WBSI for 76.8% of the Company's outstanding stock.  The acquisition of WBSI has been accounted for as a recapitalization of WBSI.  Therefore the historical information prior to the date of recapitalization is the financial information of WBSI.

Effective July 31, 2007 the Company filed a Certificate of Change Pursuant to NRS 78.209, which decreased the number of its authorized shares of common stock from 100,000,000 to 33,333,333 and reduced the number of common shares issued and outstanding from 17,768,607 to 5,923,106.

All shares and per share amounts in these Consolidated Financial Statements and related notes have been retroactively adjusted to reflect the reverse stock split for all periods presented.

On July 31, 2007, the Company acquired 100% of the issued and outstanding shares of Centric Rx, Inc., ("Centric") in exchange for 2,250,000 shares of the Company's common stock.  As a result of the acquisition, Centric became a wholly owned subsidiary of the Company and the results of its operation have been included in the Company's consolidated financial statements since the date of acquisition.

Interim financial data presented herein are unaudited.  The unaudited interim financial information presented herein has been prepared by the Company in accordance with the accounting policies in its audited financial statements for the period ended July 31, 2014, included in its annual report on Form 10-K, and should be read in conjunction with the notes thereto.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim period presented have been made.  The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.

Development Stage

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements to improve financial reporting by reducing cost and complexity associated with the incremental reporting requirements of development stage entities.  The changes eliminate the need for inception to date reporting and other disclosure requirements.  The amendments are effective for annual reporting periods beginning after December 15, 2014.  Early adoption is permitted.  The Company has elected early adoption of these amendments.

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern.  However, the Company experienced net losses of $220,734, and $206,725 for the nine-month period ended April 30, 2015 and for the year ended July 31, 2014, respectively.  In addition, the Company has incurred liabilities in excess of assets over the past year and, as of April 30, 2015, has an accumulated deficit of $8,387,408. These matters, among others, raise substantial doubt about its ability to continue as a going concern.

In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon the Company's ability to generate sufficient sales volume to cover its operating expenses and to raise sufficient capital to meet its payment obligations.  Historically, management has been able to raise additional capital. During the nine-month period ended April 30, 2015 and the year ended July 31, 2014, the Company issued convertible promissory notes in exchange for $97,250 and $46,000, respectively.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Stock-based Compensation

Stock-based Compensation.  The Company accounts for all stock-based payments to employees and non-employees under Accounting Standards Codification (ASC) 718 Stock Compensation, using the fair value based method. Under the fair value method, stock-based payments are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The cost of stock-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at that date.

Loss per Common Share

Loss per common share.  We report net loss per share using a dual presentation of basic and diluted loss per share.  Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents.  As of April 30, 2015 there were 2,600,000 vested common stock options outstanding, which were excluded from the calculation of net loss per share-diluted because they were antidilutive.

Beneficial Conversion Features

Beneficial Conversion Features.  From time to time, the Company may issue convertible notes that contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

Fair Value of Financial Instruments

Fair Value of Financial Instruments.  On August 1, 2012, the Company adopted ASC 820, Fair Value Measurements and Disclosures ("ASC 820").  ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The following table represents our assets and liabilities by level measured at fair value on a recurring basis at April 30, 2015:

Description

Level 1

Level 2

Level 3

Total Realized Loss

$

-

$

-

$

-

$

-

Totals

$

-

$

-

$

-

$

-

New Accounting Pronouncements

In June 2014, the FASB issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that requires a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The early adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The early adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.

In July 2013, the FASB issued ASU No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carry forwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

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1. Organization, Basis of Presentation, and Summary of Significant Accounting Policies (Details Narrative) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	Apr. 30, 2015	Apr. 30, 2014	Jul. 31, 2014
Organization Basis Of Presentation And Summary Of Significant Accounting Policies Details Narrative
Net loss	$ (119,905)	$ (29,219)	$ (220,734)	$ (180,875)	$ (206,725)
Accumulated deficit	(8,387,408)		(8,387,408)		(8,166,674)
Convertible promissory notes issued for cash			$ 97,250		$ 46,000

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Shareholders Equity (USD $)	Preferred Stock	Common Stock	Common Stock Subscriptions Receivable	Stock Payable	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Amount at Jul. 31, 2013	$ 1,492	$ 18,860	$ 0	$ 36,000	$ 7,575,567	$ (7,959,949)	$ (328,030)
Beginning Balance, Shares at Jul. 31, 2013	1,491,743	18,859,005
Common stock issued in exchange for interest, related party, Share		671,667
Common stock issued in exchange for interest, related party, Amount		671			39,629		40,300
Common stock authorized for Feb 2012 but not issued until March 2014, Shares		300,000
Common stock authorized for Feb 2012 but not issued until March 2014, Amount		300		(36,000)	35,700
Beneficial conversion feature					42,000		42,000
Net loss						(206,725)	(206,725)
Ending Balance, Amount at Jul. 31, 2014	1,492	19,831	0	0	7,692,896	(8,166,674)	(452,455)
Ending Balance, Shares at Jul. 31, 2014	1,491,743	19,830,672
Beneficial conversion feature					31,655		31,655
Options issued in exchange for Professional Services					4,995		4,995
Options issued in exchange for executive compensation					44,902		44,902
Net loss						(220,734)	(220,734)
Ending Balance, Amount at Apr. 30, 2015	$ 1,492	$ 19,831			$ 7,774,448	$ (8,387,408)	$ (591,637)
Ending Balance, Shares at Apr. 30, 2015	1,491,743	19,830,672

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4. Notes payable

9 Months Ended

Apr. 30, 2015

Notes Payable [Abstract]

Notes payable

During November 2009, the Company issued a convertible promissory note to an unrelated third party in exchange for $25,000. The note bears interest at 8% and the principal and accrued interest is convertible, at the option of the holder, into non-restricted common stock in an amount equal to the total sum due, based on a mutually agreed discount (not to exceed 50%) to the then market price.  The original maturity date on this note was May 31, 2010.  The holder has extended the note to July 31, 2015.

During February 2010, the Company issued a convertible promissory note to an unrelated third party in exchange for $25,000. The note bears interest at 8% and the principal and accrued interest is convertible, at the option of the holder, into non-restricted common stock in an amount equal to the total sum due, based on a mutually agreed discount (not to exceed 50%) to the then market price. The original maturity date on this note was July 31, 2010.  The holder has extended the note to July 31, 2015.

During October 2011, the Company issued a convertible promissory note to an unrelated party in exchange for $15,000. The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.07 per share upon the election of the holder. The original maturity date on this note was April 25, 2012.  The holder has extended the note to July 31, 2015.

During November 2011, the Company issued a convertible promissory note to an unrelated party in exchange for $2,087 of principal and accrued interest on a due promissory note. The terms of the new note match those of the note being replaced.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.07 per share upon the election of the holder, as did the notes being replaced. The original maturity date on this note was April 30, 2012.  The holder has extended the note to July 31, 2015.

During March 2012, the Company issued a convertible promissory note to an unrelated party to replace a note due, including accrued interest, of $15,750.  The terms of the new note match those of the note being replaced.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.07 per share upon the election of the holder.  The original maturity date on this note was August 31, 2012.  The holder has extended the note to July 31, 2015.

During March 2012, the Company issued a convertible promissory note to an unrelated party in exchange for $2,150.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.07 per share upon the election of the holder.  The original maturity date on this note was September 12, 2012.  The holder has extended the note to July 31, 2015.

During April 2012, the Company issued convertible promissory notes to four unrelated parties in exchange for a total of $12,000.  The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.04 per share upon the election of the holder of each note.  Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $4,750, $3,158 of which was amortized in the fiscal year ended July 31, 2012 and $1,592 amortized in the fiscal year ended July 31, 2013.  The original maturity date on these notes was September 30, 2012.  The holders have extended the notes to July 31, 2015.

During July 2012, the Company issued a convertible promissory note to an unrelated party in exchange for $15,000.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder.  The original maturity date on this note was January 31, 2013.  The holder has extended the note July 31, 2015.

During October 2012, the Company issued convertible promissory notes to five unrelated parties in exchange for a total of $7,500.  The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder of each note.  The original maturity date on these notes was March 31, 2013.  The holders have extended the notes to July 31, 2015.

During January 2013, the Company issued three promissory notes to one unrelated party for a total of $12,500.  The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder of each note. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $12,500, all of which was amortized in the fiscal year ended July 31, 2013.  The original maturity date on these notes was July 31, 2013.  The holder has extended the notes to July 31, 2015.

During June 2013, the Company issued convertible promissory notes to three unrelated parties in exchange for a total of $8,500. The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder of each note.  Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $8,500, $2,558 of which was amortized in the fiscal year ended July 31, 2013 and $5,942 amortized in the fiscal year ended July 31, 2014.  The original maturity date on these notes was November 30, 2013.  The holders have extended the notes to July 31, 2015.

During June 2013, the Company issued a convertible promissory note to an unrelated party valued at $3,550 as compensation for consulting services.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder.  Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $3,550, $848 of which was amortized in the fiscal year ended July 31, 2013 and $2,702 was amortized in the fiscal year ended July 31, 2014.  The original maturity date on this note was December 31, 2013.  The holder has extended the note to July 31, 2015.

During September 2013, the Company issued one promissory note to one unrelated party for a total of $3,000.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $3,000, all of which was amortized in the fiscal year ended July 31, 2014.  The original maturity date on this note was February 28, 2014.  The holder has extended the note to July 31, 2015.

During December 2013, the Company issued four promissory notes to four unrelated parties for a total of $8,000.  The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder of each note. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $8,000, all of which was amortized in the fiscal year ended July 31, 2014.  The original maturity date on these notes was May 31, 2014.  The holders have extended the notes to July 31, 2015.

During December 2013, the Company issued one promissory note to one unrelated party for a total of $5,000.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $5,000, all of which was amortized in the fiscal year ended July 31, 2014.  The original maturity date on this note was June 30, 2014.  The holder has extended the note to July 31, 2015.

During December 2013, the Company issued one promissory note to one unrelated party for a total of $2,000.  The note bears interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $2,000, all of which was amortized in the fiscal year ended July 31, 2014.  The original maturity date on this note was June 30, 2014.  The holder has not extended the note and the note is in default.

During January 2014, the Company issued two promissory notes to two unrelated party for a total of $4,000.  The notes bear interest at 10% and the principal and accrued interest is convertible into common shares at $.01 per share upon the election of the holder of each note. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $4,000, all of which was amortized in the fiscal year ended July 31, 2014.  The original maturity date on the notes was June 30, 2014.  The holders have extended the notes to July 31, 2015.

During June 2014, the Company issued one promissory note to one unrelated party for $2,000.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $2,000, $659 of which was amortized in the fiscal year ended July 31, 2014 and the remainder amortized in the nine-month period ending April 30, 2015.  The original maturity date on this note was November 30, 2014.  The holder has extended the note to July 31, 2015.

In October 2014, the Company issued a convertible promissory note to an unrelated party in exchange for $40,000.  The note bears interest at 8% and the principal and accrued interest are convertible into common shares at $.04 per share upon election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $10,000, $6,737 of which was amortized in the nine-month period ended April 30, 2015.  The original maturity date on this note is July 31, 2015.

In November 2014, the Company issued one convertible promissory note to an unrelated party in exchange for services valued at $4,000.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share upon election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $4,000, $2,647 of which was amortized in the nine-month period ended April 30, 2015.  The original maturity date on this note is July 31, 2015.

In November 2014, the Company issued one convertible promissory note to an unrelated party in exchange for $20,000.  The note bears interest at 8% and the principal and accrued interest are convertible into common shares at $.04 per share upon election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $5,000, $3,203 of which was amortized in the nine-month period ended April 30, 2015.  The original maturity date on this note is July 31, 2015.

In December 2014, the Company issued one convertible promissory note to an unrelated party in exchange for services value at $2,000.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share upon election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $2,000, $1,240 of which was amortized in the nine-month period ended April 30, 2015.  The original maturity date on this note is July 31, 2015.

In December 2014, the Company issued one convertible promissory note to an unrelated party in exchange for $15,000.  The note bears interest at 8% and the principal and accrued interest are convertible into common shares at $.04 share upon election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $3,750, $2,171 of which was amortized in the nine-month period ended April 30, 2015.  The original maturity date on this note is July 31, 2015.

In January 2015, the Company issued one convertible promissory note to an unrelated party in exchange services valued at $2,000.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.01 per share upon election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $2,000, $1,128 of which was amortized in the nine-month period ended April 30, 2015.  The original maturity date on this note is July 31, 2015.

In January 2015, the Company issued one convertible promissory note to an unrelated party in exchange for services valued at $30,000.  The note bears interest at 10% and the principal and accrued interest are convertible into common shares at $.10 per share upon election of the holder. The original maturity date on this note is July 31, 2015.

In March 2015, the Company issued one convertible promissory note to an unrelated party in exchange for $12,500.  The note bears interest at 8% and the principal and accrued interest are convertible into common shares at $.04 share upon election of the holder. Based on the initial valuation of the beneficial conversion feature the Company has recorded a debt discount of $3,156, $923 of which was amortized in the nine-month period ended April 30, 2015.  The original maturity date on this note is July 31, 2015.

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5. Shareholders' Deficit (Details)	12 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended
	Jul. 31, 2013	Jul. 31, 2013	Apr. 30, 2015	Apr. 30, 2015
Options for CEO and directors
Risk-free interest rate	0.63%
Dividend yield	0.00%
Volatility factor	273.47%
Weighted average expected life	7 years
Options VP Finance and CFO
Risk-free interest rate	0.45%
Dividend yield	0.00%
Volatility factor	271.79%
Weighted average expected life	7 years
CEO and four directors
Risk-free interest rate		0.59%
Dividend yield		0.00%
Volatility factor		314.40%
Weighted average expected life		5 years
Unrelated party options
Risk-free interest rate			1.18%
Dividend yield			0.00%
Volatility factor			611.62%
Weighted average expected life			5 years
CEO and VP Finance & CFO options
Risk-free interest rate				1.56%
Dividend yield				0.00%
Volatility factor				386.99%
Weighted average expected life				5 years